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上海市锦天城律师事务所 关于天力锂能集团股份有限公司 2025年第二次临时股东大会的法律意见书

Core Viewpoint - The legal opinion confirms that the 2025 Second Extraordinary General Meeting of Tianli Lithium Energy Group Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, and the resolutions passed are valid and effective [9][15]. Group 1: Meeting Organization and Procedures - The meeting was convened by the company's board of directors, and the convening proposal was approved at the 13th meeting of the fourth board of directors [1][2]. - The notice for the meeting was published on April 30, 2025, on the Shenzhen Stock Exchange website, meeting the legal requirements for notification [2]. - The meeting was held on May 16, 2025, at 14:30, combining on-site and online voting methods [2][14]. Group 2: Attendance and Voting - A total of 77 participants attended the meeting, representing 48,097,200 shares, which is 40.5063% of the total voting shares [11]. - Among the attendees, 6 shareholders participated in person, holding 47,915,000 shares (40.3529% of total voting shares), while 71 shareholders voted online, holding 182,200 shares (0.1534% of total voting shares) [11][12]. - The voting results showed that the proposal regarding the completion of fundraising projects and the permanent allocation of surplus funds was approved with 99.8409% in favor [7][14]. Group 3: Legal Compliance - The legal opinion confirms that the qualifications of the meeting conveners, attendees, and the voting procedures comply with the Company Law and relevant regulations [9][15]. - The resolutions passed during the meeting were consistent with the agenda outlined in the notice, with no amendments or additional proposals introduced [6][8].